1. Application of general terms & conditions
1.1 These general terms and conditions (hereinafter referred to as the “General Terms and Conditions”) constitute an integral part of all contracts for the sale of products (hereinafter referred to as the “Products”), in the territory of the Republic of Poland and/or abroad, to purchasing companies (hereinafter referred to as the “Buyer/Buyers”) by the company 4INDUSTRY Sp. z o.o., hereinafter referred to as the “Supplier”. All quotations, order confirmations, deliveries and invoices of the Supplier shall be made on the basis of these General Conditions, unless otherwise agreed by the Supplier in writing.
1.2 These general terms and conditions apply when the parties (Buyer, Supplier) enter into a contract in writing or otherwise. Where the term “in writing” is used, it means a document signed by the parties, a letter, a fax, an electronic document and any means consistent with the agreement concluded by the parties (inquiry, offer, order, contract).
1.3 These Terms and Conditions are deemed to have been accepted by the Buyer even if they differ from any general or specific terms of purchase prepared by the Buyer. The latter shall not bind the Supplier in any way, unless the Supplier expressly accepts them in writing.
1.4 If one or more provisions of these General Terms and Conditions are found to be invalid or inapplicable, the remaining provisions of the General Terms and Conditions shall remain in force; invalid or inapplicable provisions may be amended in such a way that their content remains as close as possible to the original provisions that have been declared invalid or inapplicable.
2. Conclusion of the contract and acceptance of orders
2.1 Each sales contract shall be deemed concluded when the Buyer receives from the Supplier a written confirmation of the Buyer’s order, the acceptance or rejection of which the Supplier reserves the right to accept. In the absence of a written confirmation of the order from the Supplier, the contract shall be deemed concluded in each case at the latest at the time of delivery of the Products to the Buyer, in accordance with the agreed release date.
2.2 Any offers presented to the Buyer by the Supplier will be valid only for the period specified therein and will expire after its expiry without the need to cancel them. Unless otherwise stated, the offer is deemed to be valid for 30 (thirty) calendar days from the date of issue/sending.
2.3 Any cancellations or changes to an order by the Buyer will not be effective without prior authorization or subsequent written acceptance by the Supplier.
2.4 Intermediaries and agents are not authorized to bind the Supplier to the Buyer or sign contracts on behalf of the Supplier.
3. Products and their prices
3.1 Unless otherwise agreed by the parties in writing, the prices indicated by the Supplier in the specific product and service offer shall apply to each order.
4. Products delivery conditions
4.1 Deliveries are based on INCOTERMS provisions. Carriage Paid To (CPT) delivery applies if no delivery terms are specified in the order.
4.2 Delivery address for the ordered Product – unless otherwise stated in the order or contract:
4INDUSTRY Sp. z o. o. st. Zakładowa 11, 26-052 Nowiny near Kielce
4.3 All delivery documents (WZ, material lists, invoices) should contain the Buyer’s order number.
Acceptance of an order for execution is tantamount to consent to a possible audit by a notified body.
4.4 The Supplier’s prices for packaging and transport are determined individually. It is agreed that the Supplier shall ensure that the Products are packed using the type of packaging that it deems most appropriate in relation to the type of transport agreed each time with the Buyer. Costs for any special packaging (to be ordered by Buyer prior to placing an order) will be billed by Supplier and will be subject to an express written agreement between Supplier and Buyer.
5. Loss risk and transfer of ownership
5.1 The Supplier shall not enter into any contract for the shipment or transport of the products to be delivered, unless the Purchaser agrees to it in writing and assumes the risk and costs associated therewith, and the shipping and transportation costs incurred by the Supplier will be charged to the Purchaser’s invoice in addition to the agreed prices included in the offer.
5.2 In the event that the Buyer does not collect the Products within 7 (seven) working days from the date of receipt of information about their availability, the Supplier reserves the right to charge the Buyer with the costs incurred by the Supplier for the storage and storage of these Products from the above-mentioned 7 (seven) days working days until the date of their actual receipt. The payment terms will continue to apply and remain binding on the Buyer even if the latter fails to pick up the Products on time. In the event that payment is to be made after delivery, the payment deadlines will apply in any case from the date of notification of the readiness of the goods, and only in the absence thereof from the agreed delivery date.
6. Delivery time
6.1 If the parties, instead of specifying a delivery date, have specified a maximum period of time within which delivery should take place, such period shall run from the conclusion of the contract, completion of all formalities, after payment of all fees related to the conclusion of the contract, when all securities have been paid together with the fulfillment of all prerequisites.
6.2 In the event of a discrepancy between the delivery date (or dates) required by the Buyer and those given in the order confirmation as indicative and the delivery date (or dates) provided by the Supplier, the latter shall prevail. The delivery period will commence upon receipt by the Supplier of any advance payment by the Purchaser upon receipt of the order confirmation or, in the case of Products made to the Purchaser’s technical specifications, from the receipt by the Supplier of all final technical specifications, drawings and technical data required by the Supplier and/or necessary to be delivered by the Buyer in order to start the production and delivery of the Products.
6.3 If the Supplier believes that it will be unable to deliver the Product on the delivery date, it shall promptly notify the Buyer in writing stating the reason and, if possible, the expected date of delivery.
6.4 If the Supplier fails to give such notice, the Buyer is entitled to compensation for any additional costs it has incurred that it could have avoided had it received such notice.
6.5 The supplier reserves the right to execute the order also by partial deliveries and to issue partial invoices depending on the deliveries made. In the event that the Buyer does not intend to accept partial deliveries of goods, he will have to submit a relevant written statement to the Supplier in advance.
6.6 Ownership of the Products shall pass to the Purchaser upon completion of a given delivery, in accordance with previously agreed delivery terms.
7.1 If the Product has not been delivered within the delivery period (specified in the order, contract), the Buyer is entitled to compensation from the date on which the delivery should have taken place. Compensation is payable in the amount of 1 percent of the purchase price for each completed day of delay. Compensation does not exceed 15 percent of the purchase price.
7.2 The Buyer shall also have the right to terminate the contract by giving written notice to the Supplier if it is clear from the circumstances that there will be a delay in delivery, which will jointly entitle the Buyer to maximum compensation (15% of the order value). In the event of termination of the contract for this reason, the Purchaser is entitled to maximum damages and compensation.
8.1 Payments will be made by the Buyer, each time, in the manner specified in the offer by the Supplier, on the order confirmation and/or invoice sent to the Buyer by the Supplier.
8.2. The payment term cannot be shorter than 30 days. The payment deadline runs from the date of receipt of a properly issued invoice based on an order approved by an authorized person. The date of payment is considered to be the debiting of the Buyer’s bank account.
8.3 Missing or partial payments, payment after the expiry of the deadline indicated on the Supplier’s invoice or debit note, the occurrence of events with negative consequences for the Buyer’s financial and economic situation and any other case of failure to meet the conditions by the Buyer will result in the Buyer’s failure to meet the agreed terms of payment for the Products. The supplier will therefore have the right to take immediate action to recover existing claims, even if they are not liquidity and enforceable, at any time without the need for prior notice and/or formalization. Any dispute or claim by the Buyer for defects or blemishes in the Products shall in no event entitle the Buyer to suspend or delay payment.
8.4 In the cases referred to in Article 8.3, the Supplier shall be entitled, at its sole discretion, without incurring any liability for damages, to:
1) failure to perform the order,
2) suspension and/or refusal to deliver Products ordered and not yet delivered, also in the case of Products related to the missing or late payment in question, until full payment of the amount due by the Buyer,
3) withdrawal or reduction of any credit line granted to the Buyer and/or
4) demand from the Buyer a payment guarantee and/or other terms and methods of payment, both for deliveries in progress and for future deliveries.
9. Liabilities due to defects
9.1 The Supplier warrants that the Products shall be free of defects and defects in the materials or workmanship, and that the Products comply with the technical specifications and any samples provided by the Supplier and/or expressly accepted by the Purchaser in writing.
9.2 The Supplier reserves the right to examine the Products in advance in order to determine whether a defect exists and whether the Supplier is responsible for it.
9.3. The Supplier shall remedy any defects or inconveniences (hereinafter referred to as defects) resulting from faulty design, materials or workmanship. The Supplier’s liability is limited to defects that occur within two years of delivery. If a defect in a part of the Product has been removed, the Supplier shall be liable for defects in the repaired or replaced part under the same terms and conditions as those applicable to the original product for a period of one year. With regard to the remaining parts of the Product, the period is extended only by a period equal to the period during which the Product was out of operation as a result of the defect. The Buyer shall promptly notify the Supplier in writing of any defects that appear. The notification contains a description of the fault.
9.4 In the event of repair or replacement of the Products, the Buyer will receive the Product repaired or replaced at the Supplier’s cost (including transport costs). Any return of Products will have to be approved in advance in writing by the Supplier in each case. The supplier removes the defect without undue delay and at his own expense. The repair will be carried out at the place where the Product is located, unless the Supplier deems it appropriate that the defective part of the Product is returned to him for repair or replacement. The supplier is obliged to carry out the disassembly and reinstallation of parts, if this requires specialist knowledge. If such expertise is not required, the Supplier shall fulfill its obligations in respect of the defect when it delivers to the Buyer a properly repaired and replaced part.
9.5 Where a defect may cause further loss and damage, the Buyer may make the necessary repairs itself and charge the Product Supplier for the costs.
9.6 If the Supplier fails to fulfill its obligations within the deadline, the Purchaser undertakes itself or employs a third party to undertake the necessary remedial work at the risk and expense of the Supplier. Where successful repair work has been carried out by the Purchaser or a third party, the Supplier’s compensation for the reasonable costs incurred by the Purchaser will be fully settled as the Supplier’s liability for the replaced defect. If the defect could not be fully removed, the Buyer is entitled to reduce the purchase price in proportion to the reduced value of the Product, provided that the circumstances of such reduction do not exceed 20 percent of the purchase price, or where the defect is so significant that it clearly deprives the Buyer of the benefits of the agreement, the Buyer may terminate the order/agreement in writing to the Supplier. The purchaser is then entitled to compensation for the losses incurred, up to a maximum of 20 percent of the purchase price.
9.7 The Supplier shall not be liable for defects, blemishes or deficiencies in the quality of the Products resulting from:
1) defects or shortages in raw materials or components provided by the Purchaser himself and/or ordered by the Supplier based on the Purchaser’s guidelines,
2) incorrect assembly or installation of the Products,
3) improper use of the Products by the Purchaser,
4) repairs, violations or modifications made to the Products without the prior written consent of the Supplier,
5) negligent and unprofessional service by the Buyer and/or Buyer’s clients, or
6) normal wear and tear, improper or insufficient storage or maintenance of the Products, use of corrosive and hazardous agents.
10. Higher Force
10.1 The Supplier shall not be liable to the Buyer for any failure to perform due to events beyond its reasonable control. Each party has the right to suspend the performance of its obligations under the contract to the extent that such performance is impossible or extremely burdensome due to one of the following circumstances or any circumstances beyond the control of the parties such as, but not limited to: fire, war, general military mobilization, insurrection, requisition, seizure, strikes, communication difficulties, natural disasters, riots, administrative confiscations, embargoes, laws or regulations of territorial units or administrative bodies, restrictions on the use of energy and delays in delivery by sub-suppliers caused by such circumstances described in this point . Circumstances described in this point occurring before or after the conclusion of the contract give the right to suspend only if their impact on the performance of the contract could not be foreseen at the time of its conclusion. The party making a claim for Force Majeure shall notify the other party promptly in writing of the occurrence and cessation of such circumstances.
10.2 The warranty and liability of the Supplier arising from and relating to contracts concluded on the basis of these General Conditions is limited to that expressly provided for herein. Except in cases of willful misconduct and gross negligence on the part of the Supplier, the Supplier shall have no liability for the Products and shall in no event be liable for indirect, direct or consequential damages, lost profits, direct or indirect losses of any kind (including material damages) resulting from the purchase of these Products.
10.3 The Buyer acknowledges that the total liability of 4INDUSTRY Sp. z o. o. will, in any case, be limited to the price paid by the Buyer for the Products in question, except for any amounts paid by the insurance company/s under insurance policies taken out by the Company/Companies belonging to 4INDUSTRY.
11. Expected lack of proper contract performance
11.1 Notwithstanding the other provisions of these General Conditions, each party is entitled to suspend performance of its obligations under the contract where it is clear from the circumstances that the other party will not be able to perform its obligations. The party suspending performance of the contract shall promptly notify the other party in writing.
11.2 Regardless of what the General Conditions might imply, one party is entitled to terminate the contract by giving written notice to the other party if performance of the contract is suspended for more than six months.
11.3 Any disputes will be settled in accordance with the laws of the Buyer’s country, with the competent court being the court where the Buyer is located.
12. Know-How & confidential information
The Supplier’s know-how and other confidential information belongs solely to the Supplier and is made available to the Purchaser on a confidential basis (even if the Supplier has received it from third parties), only for the purpose of the sales contract concluded on the basis of these General Conditions. The Buyer therefore assumes the obligation to use the Supplier’s confidential information only to the extent strictly related to the performance of each sales contract and the use of individual Products, and not to disclose such confidential information to third parties, unless the Supplier has given a written authorization to do so.
13. Trademarks & other intellectual property rights
13.1 The Buyer may not register or allow the registration of a trademark, trade name or names clearly used by the Supplier in the sale of Products (which remain the sole property of the Supplier and/or another Company belonging to Biko-Serwis, such as similar or confusingly similar terms or expressions.
13.2 The Supplier shall not be liable for any inconvenience, loss, damage or other expense of any kind, direct or indirect, which the Buyer may incur due to the Supplier’s infringement of third party intellectual property rights, except where it is proved that the Supplier was aware that the goods in question have been produced or distributed in violation of pre-existing intellectual property rights belonging to a third party.
13.3 In the event that Supplier manufactures the Products in accordance with the instructions provided by the Purchaser, or in the event that the Supplier applies any procedure to the Products based on the Purchaser’s instructions, the Purchaser shall indemnify the Supplier for any losses, damages, costs and expenses incurred by the Supplier in connection with the Products, i.e. if it is necessary to incur costs related to any infringement of models, patents, copyrights, trademarks or other industrial or intellectual property rights.
14. Personal data processing / RODO
The supplier is based in an EU country, the provisions on the protection of personal data apply. For this purpose, the Purchaser confirms that he has been informed, in accordance with and for purposes related to the content of art. 13 and Art. 14 of Regulation (EC) No. 2016/679 of the European Parliament and of the Council (GDPR), after reading the relevant information on the Supplier’s website that personal data provided and/or exchanged with the Supplier, also at the stage of information exchange before the conclusion of the contract, will be processed by the Supplier; it is also agreed that the Buyer agrees to the processing of personal data, using its own rights in accordance with art. 7 RODO. Trademarks and Other Intellectual Property Rightsworking